Item 1.01. Entry Into a Material Definitive Agreement.
The disclosures set forth in Item 5.02 regarding the terms of Mr. Whittles
promotion are incorporated herein by this reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(c) On January 11, 2023, Mark Whittle, age 57, was promoted to Interim President
of Amergent from his position of EVP of Franchise Development, in which he has
served since November 2021. Prior to joining Amergent, from June 2013 to
November 2021, Mr. Whittle served as Chief Development Officer for Hooters of
America/ HOA Brands where he managed franchises, franchise sales, real estate,
site design and construction and acquisitions.
Mr. Whittle will be paid a salary of $230,000. He will continue to manage
franchise development and will receive a commission equal to 10% of any
franchise fee revenue (not including royalty revenue) collected by the company
for future franchise units and franchise development agreements sold during the
term of his employment in the Little Big Burger, American Burger, and BGR
Systems. For 2023, his discretionary cash bonus target is $46,000 and, to the
extent earned and approved by the board of directors, will be paid within ninety
(90) days of the end of 2023. In 90 days, upon the company's completion of
certain goals, Mr. Whittle's title is expected to be adjusted and he will become
eligible for an additional cash bonus incentive to earn not less than an
additional $46,000, based on specifical performance goals related to his new
role. Mr. Whittle will receive four weeks of paid vacation per year and will be
entitled to participate in company benefit programs available to its executive
officers.
Mr. Whittle's offer of employment is at will; however, in the event he is
terminated by the company without cause or resigns without good reason, a three
month paid garden leave period will be triggered. After the garden leave period,
Mr. Whittle will be entitled to three months' severance. In the event the garden
leave period is waived by the parties, the severance period will be extended to
six months.
As an inducement, the company granted Mr. Whittle 70,000 restricted shares of
AMHG common stock that vest immediately under the company's 2021 Equity
Incentive Plan. In addition, he will receive an option to purchase 140,000
shares of AMHG common stock, which options will vest 1/3 per year over a three
year period. The exercise price for the first 1/3 will be $0.60 for the first
third, the second 1/3, $1.00, and the last third, $1.50.
Mr. Whittle will also receive a cash bonus of $36,000 for his work during 2022
in his former role.
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